Shareholders back XBiotech (NASDAQ: XBIT) board, pay and 2025 equity plan

Rhea-AI Filing Summary

XBiotech Inc. held its annual stockholder meeting on August 29, 2025, where all management-backed proposals were approved. Stockholders elected five directors: John Simard, Thomas Kündig, Craig Rademaker, Tevi D. Troy and David Soffer, each receiving over 12.3 million votes in favor or abstentions only.

Stockholders ratified Whitley Penn LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 15,206,712 votes for and 413,673 against. They also approved, on an advisory basis, executive compensation and approved the Company’s 2025 Equity Incentive Plan, each with more than 11.9 million votes in favor.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

XBIOTECH INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(State of Incorporation)

001-37347

(Commission File Number)

N/A

(I.R.S. Employer Identification No.)

5217 Winnebago Ln, Austin, TX	78744
(Address of principal executive offices)	(Zip Code)

(512) 386-2900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	XBIT	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of XBiotech Inc. (the “Company”) was held on August 29, 2025. The matters that were voted upon at the meeting, and the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such matter, are set forth below. Stockholders voted in accordance with the Board of Directors’ recommendations on each matter and voted to (1) elect five nominees for director; (2) ratify the selection by the Audit Committee of the Board of Directors of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;(3)approve, on an advisory basis, the compensation of the Company’s named executive officers;(4) approve the Company’s 2025 Equity Incentive Plan.

Proposal #1 Election of five members of the Board of Directors

	For	Abstain	Broker Non-Votes
John Simard	12,371,115	494,017	2,824,207
Thomas Kündig	12,698,614	166,518	2,824,207
Craig Rademaker	12,501,468	363,664	2,824,207
Tevi D. Troy	12,301,285	563,847	2,824,207
David Soffer	12,302,090	563,042	2,824,207

Proposal #2 Ratification of the selection of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending 2025

For	Against	Abstain	Broker Non-Votes
15,206,712	413,673	68,954	0

Proposal #3 Advisory Vote on Executive Compensation

For	Against	Abstain	Broker Non-Votes
11,336,500	1,460,498	68,134	2,824,207

Proposal #4 Approval of the Company’s 2025 Equity Incentive Plan

For	Against	Abstain	Broker Non-Votes
11,952,280	904,108	8,744	2,824,207

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 2, 2025	XBIOTECH INC.
	By:	/s/John Simard
		John Simard
		Chief Executive Officer and President

FAQ

What did XBIT stockholders approve at the August 29, 2025 annual meeting?

XBiotech Inc. stockholders approved all four management proposals. They elected five directors, ratified Whitley Penn LLP as auditor for 2025, approved executive compensation on an advisory basis, and approved the Company’s 2025 Equity Incentive Plan, confirming support for the current leadership and governance structure.

Who was elected to XBIT’s Board of Directors at the 2025 annual meeting?

Five directors were elected to XBiotech Inc.’s board. Stockholders chose John Simard, Thomas Kündig, Craig Rademaker, Tevi D. Troy, and David Soffer, with each nominee receiving at least 12.3 million votes for and only abstentions and broker non-votes recorded against their election.

Which auditor did XBIT stockholders ratify for the fiscal year ending 2025?

Stockholders ratified Whitley Penn LLP as XBiotech Inc.’s auditor. The firm was approved as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 15,206,712 votes for, 413,673 against, and 68,954 abstentions, and no broker non-votes recorded.

How did XBIT stockholders vote on executive compensation in 2025?

Stockholders approved executive compensation on an advisory basis. The say-on-pay proposal received 11,336,500 votes for, 1,460,498 against, and 68,134 abstentions, with 2,824,207 broker non-votes, indicating general support for the compensation of the Company’s named executive officers.

Was XBIT’s 2025 Equity Incentive Plan approved by stockholders?

Yes, XBiotech Inc.’s 2025 Equity Incentive Plan was approved. The equity plan received 11,952,280 votes for, 904,108 votes against, and 8,744 abstentions, along with 2,824,207 broker non-votes, authorizing the Company to proceed with its 2025 equity-based compensation framework.

When was XBiotech Inc.’s 2025 annual stockholder meeting held and what was reported?

The annual meeting took place on August 29, 2025. XBiotech Inc. reported voting results showing approval of all proposals: director elections, auditor ratification for 2025, advisory approval of named executive officer compensation, and approval of the 2025 Equity Incentive Plan.